NJ TRANSIT is an instrumentality of the State of New Jersey and its employees and officers, including members of the NJ TRANSIT Board of Directors, are public servants. NJ TRANSIT, its employees and officers are governed by a number of civil and criminal laws which control how NJ TRANSIT and its personnel do business with contractors and consultants. These provisions include the Conflicts of Interest Law, N.J.S.A. 52:13D-12 and contain unequivocal and stringent restrictions relating to gifts and gratuities.

Be advised that the law prohibits the receipt of gifts and gratuities by any NJ TRANSIT employee or officer from any person, company or entity doing business - or wanting to do business - with NJ TRANSIT. Concomitantly, NJ TRANSIT's own Code of Ethics and Code of Ethics for Vendors, prohibits NJ TRANSIT employees from accepting gifts and prohibits you, the contractors and consultants, from offering any gifts to any NJ TRANSIT employee.

The term "gift" is broadly and widely defined. It includes all things and objects, tangible or intangible, including services, gratuities, meals, entertainment, tickets to events, access to membership clubs, travel costs, and lodging. Simply put, a "gift" is any thing of value.

Do not, under any circumstance, tempt or put an NJ TRANSIT employee in the awkward position of having to refuse a gift or return a gift, no matter how well intentioned or innocuous the gift may be in your eyes.

The bright line rule for you and your staff in doing business with NJ TRANSIT is simple: Offer nothing and give nothing to any NJ TRANSIT employee or officer. It is your responsibility to circulate this Notice in your company and educate accordingly all personnel who do business with NJ Transit.

Policy Number

2.12

Supersedes

2.12 Dated 11/22/88

Effective Date

06/01/98

Manual

General Administration

Source

Corporate Affairs

Key Subject

Ethics

Title

CODE OF ETHICS FOR VENDORS

Applies to

Any Individual or Organization Engaging
in or Seeking to do Business with NJ TRANSIT

&quotVendor" - any person, firm, corporation
or other entity, including its officers, agents and representatives, which
provides or offers or proposes to provide goods or services to or perform
a contract for or with NJ TRANSIT.

"Board Member" - any person appointed
to the NJ TRANSIT Board of Directors pursuant to N.J.S.A. 27:25-4 (b)
and (d), including designees of ex-officio members of the Board.

"Employee" - officers of NJ TRANSIT and
full and part-time employees.

"Family Member" - any person of the immediate
family of a Board Member or employee as defined by N.J.S.A. 52:13D-13i.

"Immediate Family" - person, spouse,
child, parent or siblings residing in the same household as defined by
N.J.S.A. 52:13D-13i.

POLICY

General

NJ TRANSIT considers the maintenance of public
trust and confidence essential to its proper functioning. Vendors
who do or may do business with NJ TRANSIT must avoid all situations
where proprietary or financial interest, or the opportunity for financial
gain, could lead to favored treatment for any organization or individual.
Vendors must also avoid circumstances and conduct which may not constitute
actual wrongdoing, or conflict of interest, but might nevertheless
appear questionable to the general public, thus compromising the integrity
of NJ TRANSIT.

This policy is based upon the principles established
in the laws governing the Executive Commission on Ethical Standards
(N.J.S.A. 52:13 D-12 et seq) and Executive Order No.189.

This Code of Ethics for Vendors shall be deemed
to be a substantial and integral part of every NJ TRANSIT Invitation
for Bid and Request for Proposal. A vendor's lack of knowledge shall
not in any way relieve the vendor of any of the provisions of this
Code of Ethics.

This policy is intended to augment, not to
replace, existing administrative orders and the current NJ TRANSIT
Code of Ethics

NJ TRANSIT Code of Ethics for Vendors

No vendor shall either directly or indirectly
pay, offer to pay, or agree to pay any fee, commission, compensation,
gift, gratuity, or other thing of value of any kind to any NJ TRANSIT
Board Member or employee or to any member of the immediate family,
as defined by N.J.S.A. 52:13D-13i., of any such Board Member or employee,
or to any partnership, firm, or corporation with which any such Board
Member or employee is employed or associated, or in which (s)he has
an interest within the meaning of N.J.S.A. 52:13D-13g.

The solicitation of any fee, commission, compensation,
gift, gratuity or other thing of value by an NJ TRANSIT Board Member
or employee from any NJ TRANSIT vendor shall be reported in writing
forthwith by the vendor to NJ TRANSIT's Senior Director, Corporate
Affairs who shall comply with the Executive Order.

Whether or not pursuant to employment, contract
or other agreement, expressed or implied, no vendor may, directly
or indirectly, undertake any private business, commercial or entrepreneurial
relationship with, or sell any interest in such vendor to any NJ TRANSIT
Board Member or employee having any duties or responsibilities in
connection with the purchase, acquisition or sale of any property
or services by or to NJ TRANSIT or with any person, firm or entity
with which he is employed or associated or in which he has an interest
within the meaning of N.J.S.A. 52:13D-13g. Any relationships subject
to this provision shall be reported in writing forthwith to NJ Transit's
Senior Director, Corporate Affairs who will consult with the Executive
Commission on Ethical Standards and the Office of the Attorney General
about further action. The Executive Commission may, upon application
of the NJ TRANSIT Board Member or employee, grant a waiver of this
restriction upon a finding that the present or proposed relationship
does not present a potential, or actual appearance of a conflict of
interest.

No vendor shall influence, or attempt to influence
or cause to be influenced, any NJ TRANSIT Board Member or employee
in his official capacity in any manner which might tend to impair
the objectivity or independence of judgment of any Board Member or
employee.

No vendor shall influence, or attempt to influence
or cause to be influenced, any NJ TRANSIT Board Member or employee
to use, or attempt to use, his official position in any manner to
secure unwarranted privilege or advantage for the vendor or any other
person.

No vendor may offer any NJ TRANSIT Board Member,
employee or family member any gift, payment, loan or other thing of
value regardless of whether it might be reasonably inferred that such
gift, payment, loan, service or other thing of value was given or
offered for the purpose of influencing the Board Member or employee
in the discharge of his or her official duties. In addition, Board
Members, employees or family members of NJ TRANSIT are not permitted
to accept breakfasts, lunches, dinners, alcoholic beverages, tickets
to entertainment and/or sporting events, wagers or other item or consideration
which could be construed as having more than nominal value.

NOTE: NJ TRANSIT Board Members and employees
may accept food or refreshments of relatively nominal monetary
value provided during the course of a meeting, conference or other
occasion where they are properly in attendance (for example, coffee,
tea, danish, or soda served during a conference break) or made
available to all attendees at a conference or seminar (for example,
hospitality suites or conference meals). Acceptance of unsolicited
advertising or promotional materials of nominal value (such as
inexpensive pens, pencils, or calendars) is also permitted. Any
questions as to what is or is not acceptable or what constitutes
proper conduct for an NJ TRANSIT Board Member or employee and
any solicitation of gifts, consideration or items of value by
or on behalf of an NJ TRANSIT Board Member or employee should
be referred to: